UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): February 9,
2009
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
I-3215
|
22-1024240
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
One
Johnson & Johnson Plaza, New Brunswick, New
Jersey 08933
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: 732-524-0400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or By-Laws; Change in
Fiscal Year.
On
February 9, 2009, the Board of Directors of Johnson & Johnson (the
“Company”) approved an amendment to Section 6 of Article I of the Company’s
amended By-Laws to require that, in uncontested Director elections (i.e., elections where the
number of Director nominees does not exceed the number of Directors to be
elected), Director nominees receive the affirmative vote of a majority of the
votes cast in order to be elected to the Board of Directors of the
Company. The Company's “Director Resignation Policy for Incumbent
Directors in Uncontested Elections”, which relates to this By-Law amendment, may
be found in the "Investors: Corporate Governance" section of the Company's
website at www.jnj.com. The Company’s
amended By-Laws are attached as an exhibit to this
Report.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. Description
3.1 Johnson & Johnson
By-Laws, as amended February 9, 2009
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Johnson
& Johnson
|
|||
|
(Registrant)
|
|||
|
Date: February
13, 2009
|
By:
|
/s/ Steven M.
Rosenberg
|
|
|
Steven
M. Rosenberg
|
|||
|
Secretary
|
|||
EXHIBIT
INDEX
Exhibit
No. Description
3.1 Johnson & Johnson
By-Laws, as amended February 9, 2009